Common use of Conduct of Business Prior to the Closing Clause in Contracts

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement, the other Transaction Documents or applicable Law, during the period from the date of this Agreement to the Closing, the Seller shall, and shall cause its Subsidiaries to, (i) conduct the Business and operate the assets and properties used in conducting the Business in the ordinary course of business consistent with past practice in all material respects; (ii) use its reasonable best efforts to preserve intact in all material respects the business organization, assets, rights and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner consistent with past practice. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants and agrees that, during the period from the date of this Agreement and the Closing, without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned, the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with the following):

Conduct of Business Prior to the Closing. The Each of Seller and the Company covenants and agrees that, except for the Restructuring Transactions, as described in Section 5.01 6.01 of the Seller Disclosure Schedule and only to the extent consistent with applicable Antitrust Laws and without conferring to Purchaser control over the Acquired Companies, in connection with the Restructuring or as contemplated, otherwise required or permitted or required by this Agreement, the other Transaction Documents or applicable Law, during the period from between the date hereof and the earlier of the Closing or the termination of this Agreement pursuant to the ClosingArticle XI, the Seller shallshall use its commercially reasonable efforts to, and shall to cause its Subsidiaries the Acquired Companies to, (ia) conduct the Business and operate the assets and properties used in conducting the Business only in the ordinary course Ordinary Course of business consistent with past practice Business in all material respects; respects and (iib) use its reasonable best efforts to preserve intact in all material respects the business organization, assets, rights and goodwill organization of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of its and each Acquired Company’s present Business Employees officers, directors and employees. Notwithstanding anything contained herein to the contrary, this Section 6.01 shall not apply to the transfer of cash and cash equivalents to, from or among the Acquired Companies, and Seller, the Company and their Affiliates may transfer cash and cash equivalents to, from or among the Acquired Companies in a manner consistent with past practicetheir sole discretion. Without limiting the generality of the foregoing, except for the Restructuring Transactions, Except as described in Section 5.01 6.01 of the Seller Disclosure Schedule Schedule, in connection with the Restructuring or as contemplated, otherwise required or permitted or required by this Agreement or the other Transaction Documents or applicable LawAgreement, the Company and Seller covenants and agrees that, during to the period from extent consistent with applicable Antitrust Laws and without conferring to Purchaser control over the Acquired Companies, between the date hereof and the earlier of the Closing or the termination of this Agreement and the Closingpursuant to Article XI, without the prior written consent of the Purchaser, such consent Purchaser (not to be unreasonably withheld, delayed conditioned or conditioneddelayed), the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives the Acquired Companies to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with the following)::

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement, the other Transaction Documents or applicable Law, during the period from the date of this Agreement to the Closing, the Seller shall, and shall cause its Subsidiaries to, (i) conduct the Business and operate the assets and properties used in conducting the Business in the ordinary course of business consistent with past practice in all material respects; (ii) use its reasonable best efforts to preserve intact in all material respects the business organization, assets, rights and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner consistent with past practice. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants and agrees that, during the period from Between the date of this Agreement and the Closingearlier of the Closing Date and the termination of this Agreement pursuant to Section 9, except as set forth on Section 5.1 of the Disclosure Schedules, as otherwise required or contemplated by this Agreement or any Ancillary Agreement, as required by applicable Law (including COVID-19 Measures) or any Specified Contract, or consented to by Purchaser in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall use commercially reasonable efforts to cause the Specified Business to be conducted in the ordinary course of business and to (i) preserve substantially intact the Specified Business; and (ii) maintain satisfactory relationships with its material suppliers and other Third Parties with which the Specified Business have significant business relations; provided, however, that Seller shall be under no obligation to enter into any agreements (other than those expressly contemplated by this Agreement) in order to comply with the foregoing. It is acknowledged and agreed that any reasonable COVID-19 Measure adopted in good faith by Seller in response to the effects of COVID-19 will not be deemed to violate or breach the foregoing obligations; provided, further, however, that that no action taken by Seller or its Specified Affiliates with respect to matters explicitly permitted by an exception to any of Section 5.1(a) through (f) will be a breach of this sentence. In furtherance and not in limitation of the foregoing, between the date of this Agreement and the Closing Date, neither Seller nor any of the Specified Affiliates shall do or propose to do, directly or indirectly, any of the following in connection with the Specified Business or the Purchased Assets except as set forth on Section 5.1 of the Disclosure Schedule, as otherwise required by this Agreement or any Ancillary Agreement, as required by applicable Law (including COVID-19 Measures) or any Specified Contract, without the prior written consent of the Purchaser, such Purchaser (which consent shall not to be unreasonably withheld, delayed conditioned or conditioned, the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with the followingdelayed):

Conduct of Business Prior to the Closing. (a) The Seller covenants and agrees that, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement, the other Transaction Documents or applicable Law, during the period from the date of this Agreement to the Closing, the Seller shall, and shall cause its Subsidiaries to, (i) conduct the Business and operate the assets and properties used in conducting the Business in the ordinary course of business consistent with past practice in all material respects; (ii) use its reasonable best efforts to preserve intact in all material respects the business organization, assets, rights and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner consistent with past practice. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller Company covenants and agrees that, during the period from the date hereof until the Closing Date, except as contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law, or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the business of the Company and the Company Subsidiaries (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) and the use, operation, maintenance and repair of the Owned Real Properties and the Leased Real Properties, shall be conducted in the ordinary course of business, consistent with past practice, and the Company shall use its reasonable best efforts to preserve substantially intact its business organization and operations, including material insurance policies, material Company Intellectual Property and goodwill, and to preserve its present relationships with suppliers, lessors, licensees, distributors, wholesalers, franchisees and other Persons with which it has material business relations. Between the date of this Agreement and the ClosingClosing Date, subject to applicable Law and except as otherwise contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by Law or the Transaction Agreements (or, with respect to clauses (vi) or (vii) below, as required by any Material Contract disclosed in Section 4.10 of the Company Disclosure Letter), neither the Company nor any Company Subsidiary (in each case, with respect to the New Diamond Business or to the extent affecting New Diamond and/or the New Diamond Entities in a non-de minimis respect) shall, without the prior written consent of the Purchaser, such Parent (which consent shall not to be unreasonably withheld, delayed conditioned or conditioned, the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with the followingdelayed):

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, except for the Restructuring Transactions, Except (i) as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required contemplated by this Agreement, (ii) as described in Schedule 5.1 of the other Transaction Documents Company Disclosure Schedule, or applicable Law(iii) to the extent that the Purchaser shall otherwise consent in writing, during the period from the date hereof until the earlier of the Closing Date and the termination of this Agreement to the Closingin accordance with its terms, the Seller shall, and Parties shall cause its Subsidiaries to, (i) use commercially reasonable efforts to conduct the Business and operate the assets and properties used in conducting operations of the Business in the ordinary course of business consistent with past practice in all material respects; (ii) use its reasonable best efforts practices, to preserve intact in all material respects its current business organizations related to the business organizationBusiness, assets, rights and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services service of present its current officers and employees necessary to operate the Business Employees in a manner the ordinary course of business consistent with past practicepractices and to preserve its relationships with customers, suppliers, distributors, lessors, creditors, employees, contractors and others having business dealings with respect to the Business in the ordinary course of business consistent with past practices. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as otherwise expressly provided in this Agreement and except as described in Section 5.01 Schedule 5.1 of the Seller Company Disclosure Schedule or as contemplatedSchedule, permitted or required by this Agreement or from the other Transaction Documents or applicable Lawdate hereof through the Closing Date, the Seller covenants and agrees thatParties shall not, during with respect to the period from the date of this Agreement and the ClosingBusiness, without the prior written consent of the Purchaser: 57 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. acquire or agree to acquire by merging or consolidating with, or by purchasing an equity interest in or portion of the assets of, or by any other manner, any business or any corporation, partnership or other business organization or division, other than any such consent transaction that does not involve the Business or the Acquired Assets; except as permitted by clause (d)(iii) below, (i) purchase, acquire or lease any material assets that would constitute Acquired Assets other than in the ordinary course of business consistent with past practice or (ii) sell, assign, transfer, convey, lease, mortgage, pledge or otherwise dispose of, or subject to be unreasonably withheldany Lien (other than a Permitted Lien) any Acquired Assets except in the ordinary course of business consistent with past practice and, delayed or conditioned, the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business extent not otherwise material (except with respect individually or in the aggregate) to the Transferred JV InterestsBusiness, from and after the date obsolete or worn out equipment sold or disposed of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with past practice; except as may be required by Law or as a result of a change in GAAP, change any of the following):material accounting principles, practices or methods used by it;

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement, the other Transaction Documents or applicable Law, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, subject to any written instructions of any Governmental Entity and to the limitations set forth below, Sellers shall cause the Company to (except to the extent as expressly provided by this Agreement or to the extent that Buyer shall otherwise grant its prior consent in writing, which consent may not be unreasonably withheld, conditioned or delayed) carry on the Business in the Ordinary Course of Business, including the payment of its debts and Taxes when due (subject to good faith disputes over such debts or Taxes, provided that, in the case of disputes over such Taxes, the Company’s failure to pay such Taxes when due would not, individually or in the aggregate, have an adverse effect on Buyer or any of its Affiliates (including, following the Closing, the Seller shallCompany) that is material), and shall cause its Subsidiaries to, (i) conduct the Business and operate the assets and properties used in conducting the Business in the ordinary course of business use commercially reasonable efforts consistent with past practice in all material respects; (ii) use its reasonable best efforts practices and policies to maintain the effectiveness of the Company Permits, preserve the Purchased Assets, preserve intact in all material respects the present business organization, assets, rights and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of its present Business Employees officers and key employees and preserve relationships with customers, suppliers, distributors and others having business dealings with the Company with respect to the Business, perform in a manner consistent all material respects all of its obligations under the Assumed Contracts, comply with past practiceall applicable Laws in all material respects and maintain the books and records of the Company in the Ordinary Course of Business. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required expressly provided by this Agreement or as disclosed on Section 9.1 of the other Transaction Documents or applicable Law, the Seller covenants and agrees thatCompany Disclosure Letter, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, without the prior written consent of the Purchaser, such Buyer (which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), the Seller Company shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to notSellers, with respect to the Business subsections (except with respect to the Transferred JV Interestse), from (f), (l), (m) and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV(u) below, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with the following):not:

Conduct of Business Prior to the Closing. The (a) Parent and the Seller covenants covenant and agrees agree that, with respect to the Business and the Purchased Assets, except for the Restructuring Transactions, as described in Section 5.01 5.01(a) of the Seller Disclosure Schedule or as contemplatedSchedule, permitted or required by this Agreement, the other Transaction Documents or applicable Law, during the period from between the date hereof and the time of this Agreement to the Closing, the Seller shallshall not, and Parent shall cause its Subsidiaries not permit the Seller to, (i) conduct the Business and operate the assets and properties used in conducting the Business other than in the ordinary course of business and consistent with past practice in all material respects; (ii) use its reasonable best efforts to preserve intact in all material respects the business organization, assets, rights and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner consistent with past Seller’s prior practice. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as described in Section 5.01 5.01(a) of the Disclosure Schedule, Parent and its Affiliates shall (as it relates to the Business) (i) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice, (ii) maintain the customary payment cycles for any payables or receivables incurred in connection with the Business consistent with past practice in all material respects, (iii) use their reasonable best efforts to (A) preserve intact the business organization of the Business, (B) keep available the services of the employees of the Seller, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Business, and (D) preserve their current relationships with the customers and vendors of the Business and other Persons with which they have had significant business relationships relating to the Business, (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser’s prior written approval, any rights of renewal pursuant to the terms of any of the leases or subleases set forth in Section 3.14(b) of the Disclosure Schedule that by their terms would otherwise expire, (v) except for this Agreement, any Ancillary Agreement or any contract or agreement entered into in the ordinary course of business consistent with past practice that are on terms no less favorable to the Business than those that would be obtained in similar transactions with unaffiliated Persons, not enter into any contract or agreement with any Affiliate that will be an Assumed Liability and (vi) not enter into any retention or similar arrangement with employees of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants and agrees that, during the period from the date to whom offers of this Agreement and the Closing, employment are to be made pursuant to Section 6.01 without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned, the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with the following):.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, except for the Restructuring Transactions, Except as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required otherwise contemplated by this Agreement, as necessary to effect the other Transaction Documents Reorganization or applicable Law, during the period from the date of this Agreement to the Closing, the Seller shall, and shall cause its Subsidiaries to, (i) conduct the Business and operate the assets and properties used in conducting the Business in the ordinary course of business consistent with past practice in all material respects; (ii) use its reasonable best efforts to preserve intact in all material respects the business organization, assets, rights and goodwill as set forth on Schedule 6.01 of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner consistent with past practice. Without limiting the generality of the foregoingDisclosure Schedules, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants and agrees that, during the period from between the date of this Agreement and the Closingearlier of the termination of the Agreement pursuant to Article IX and the Closing Date, without the unless Purchaser shall otherwise provide its prior written consent of the Purchaser, (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed), the Seller business of the Acquired Company Entities shall notbe conducted only in the Ordinary Course of Business in all material respects, and the Acquired Company Entities shall cause its Subsidiaries use their commercially reasonable efforts to (i) preserve substantially intact in all material respects their business organization, goodwill and their respective directorscurrent relationships with significant customers and significant suppliers with whom they do business, officers, employees, managers, (ii) retain any cash and representatives cash equivalents generated by the Acquired Company Entities other than cash used to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member w) pay current obligations of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) Acquired Company Entities based on documented payment terms, in each case in a manner consistent with the following):Ordinary Course of Business to Persons other than Affiliates of the Acquired Company Entities, (x) repay Indebtedness, and (y) make payments in respect of compensation or benefits obligations permitted pursuant to this Section 6.01, and (iii) will not take any of the actions or allow to occur any of the circumstances set forth in Section 3.10. Except as necessary to effect the Reorganization, as set forth in Schedule 6.01 or pursuant to the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), without limitation on the preceding sentence, during the Lockbox Period, the Acquired Companies will not, and will not permit any of their respective Subsidiaries to:

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement, the other Transaction Documents or applicable Law, during the period from Between the date of this Agreement to and the Closing, except (x) as set forth on Schedule 5.1, (y) as required or expressly permitted by this Agreement, or (z) as the Buyer shall otherwise agree in writing, the Seller shall, and shall cause its Subsidiaries to, use reasonable best efforts to (i) conduct cause the Business business of the Company and operate the assets and properties used in conducting the Business its Subsidiaries to be conducted only in the ordinary course of business consistent with past practice (it being understood that, notwithstanding anything else set forth in this Section 5.1 to the contrary, prior to the Closing, the Company may use all material respects; available Cash to repay Indebtedness or to pay payees of Transaction Expenses) and (ii) use cause the Company and its reasonable best efforts Subsidiaries to (A) preserve substantially intact in all material respects the their business organization, organization and assets, rights and goodwill ; (B) preserve satisfactory relationships of the Business Company and each member its Subsidiaries with the current officers, employees and consultants of the Xxxxxx GroupCompany and its Subsidiaries; (C) preserve satisfactory relationships of the Company and its Subsidiaries with customers, suppliers and other Persons with which the Company or any of its Subsidiaries has significant business relations; and (iiiD) will use keep and maintain their assets and properties in reasonably good repair and normal operating condition, wear and tear excepted. Nothing in this Section 5.1 shall require the Seller or the Company or its reasonable best efforts Subsidiaries to keep available violate applicable law. The covenants set forth in the services immediately preceding sentence are subject to the negative covenants set forth below in this Section 5.1, and in the event of present Business Employees a conflict between such covenants in the preceding sentence, on the one hand, and the negative covenants in this Section 5.1 below, on the other hand, the compliance with such negative covenants (including if such compliance results in a manner consistent with past practice. Without limiting the generality breach of the foregoingcovenants above) shall not be deemed to result in a breach or violation of this Agreement. Subject to the exclusions set forth in items (x), except for the Restructuring Transactions, as described in Section 5.01 (y) and (z) of the Seller Disclosure Schedule or as contemplatedfirst sentence of the Section 5.1, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants and agrees that, during the period from between the date of this Agreement and the ClosingClosing Date, the Seller, in respect of the Company or any of its Subsidiaries, shall not, and shall cause each of the Company and its Subsidiaries not to, do, directly or indirectly, any of the following without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned, the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with the following):Buyer:

Conduct of Business Prior to the Closing. The Seller covenants From and agrees that, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement, the other Transaction Documents or applicable Law, during the period from after the date of this Agreement until the Closing Date, except to the Closingextent contemplated by this Agreement or the other agreements contemplated herein, or otherwise consented to in writing by Caricement, the Seller shall, and Sellers shall cause its Subsidiaries to, (i) conduct the Business and operate the assets and properties used in conducting the Business in the same manner as presently conducted and only in the ordinary and usual course of business and consistent with past practice in practice, and will use all material respects; (ii) use its reasonable best efforts to preserve intact in all material respects the its present business organization, assets, rights organization and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner all employees, representatives and agents. Each of the Sellers shall use its best efforts, consistent with past practicepractices, to promote the Business and to maintain the goodwill and reputation associated with the Business, and shall not take or omit to take any action which causes, or which is likely to cause, any deterioration of the Business or any of the Sellers' relationships with suppliers or customers. Without limiting the generality of the foregoing, except for (i) the Restructuring Transactions, as described in Section 5.01 Sellers will maintain all of the Seller Disclosure Schedule Acquired Assets, tangible or intangible, in substantially the same condition and repair as contemplatedsuch Acquired Assets are maintained as of the date hereof, permitted ordinary wear and tear excepted; (ii) the Sellers shall not sell, transfer, lease or required by this Agreement otherwise dispose of any of the Acquired Assets, other than in the ordinary course of business; (iii) the Sellers shall not amend, terminate or waive any material right in respect of the Acquired Assets, the Assigned Contracts or the other Transaction Documents Business, or applicable Lawwillfully do any act, or willfully omit to do any act, which will cause a breach of any Assigned Contract and Assumed Obligation; (iv) the Seller covenants Sellers shall maintain their books, accounts and agrees that, during records in accordance with good business practice and (v) the period from Sellers shall not engage in any activities or transactions outside the date ordinary course of this Agreement and the Closing, without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned, the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with the following):business.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, except for the Restructuring Transactions, Except as described set forth in Section 5.01 of the Seller Disclosure Schedule or Schedule, and except as contemplated, permitted or required contemplated by this the Restructuring Agreement, the other Transaction Documents or applicable Law, during the period from between the date of this Agreement to hereof and the Closing, the Seller Gentek Holdings and Gentek shall, and the Sellers shall cause its Subsidiaries Gentek Holdings and Gentek to, (i) conduct the Business and operate the assets and properties used in conducting the Business in the ordinary course of business consistent with past practice in all material respects; (ii) use its reasonable best efforts to preserve intact in all material respects the business organization, assets, rights and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner consistent with past practice. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or Schedule, Gentek Holdings and Gentek (in each case except as contemplatedcontemplated by the Restructuring Agreement) shall each, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants and agrees that, during the period from the date of this Agreement and the ClosingSellers shall cause each of Gentek Holdings and Gentek to, without (i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) use commercially reasonable efforts to (A) preserve intact the business organization of the Business, (B) keep available to Purchaser the services of its employees, and (C) preserve its current relationships with its customers, suppliers and other persons with which it has significant business relationships; (iv) exercise, but only after notice to Purchaser and receipt of Purchaser's prior written consent of the Purchaser, such (which consent shall not to be unreasonably withheld), delayed or conditioned, the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect any rights of renewal pursuant to the Business (except with respect to the Transferred JV Interests, from and after the date terms of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member any of the governing body for Leases listed in Section 3.16 of the applicable Transferred JV Entity Disclosure Schedule which by their terms would otherwise expire; and (subject v) not engage in any practice, take any action, fail to its fiduciaries duties under applicable law) in each case take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of any Seller, Gentek Holdings or Gentek to be untrue or result in a manner consistent with breach of any covenant made by the following):Sellers, Gentek Holdings or Gentek in this Agreement.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, except for (a) to the Restructuring Transactionsextent the Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheld), (b) as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required contemplated by this Agreement, (c) as may be necessary or appropriate to carry out the other Transaction Documents transactions contemplated by this Agreement, or applicable Law(d) as may be required to facilitate compliance with any Laws, during the period from between the date of this Agreement to hereof and the Closing, the Seller shall not, and shall not suffer or permit conduct of the Business other than in the ordinary course and consistent with the past practice of the Business. Without limiting the generality of the foregoing, the Seller shall, and shall cause its Subsidiaries toAffiliates and each other Selling Party to (a) continue its advertising and promotional activities, (i) conduct the Business and operate the assets pricing and properties used in conducting purchasing policies, related to the Business in the ordinary course of business consistent accordance with past practice in all material respectspractice; (iib) not shorten or lengthen the customary payment cycles for any of the payables or receivables of the Business; (c) use its reasonable best efforts to (i) preserve intact in all material respects the business organization, assets, rights Assets and goodwill the organization of the Business and each member Business, (ii) use commercially reasonable efforts to keep available to the Purchaser the services of the Xxxxxx Group; employees to be designated in writing by the Purchaser to the Seller in writing pursuant to Section 6.1 and (iii) will preserve the Business' current relationships with its customers, suppliers and other persons with which it has significant business relationships; and (d) use its commercially reasonable best efforts to keep available the services of present Business Employees not engage in a manner consistent with past any practice. Without limiting the generality of the foregoing, except for the Restructuring Transactionstake any action, as described in Section 5.01 fail to take any action or enter into any transaction which would reasonably be expected to cause any representation or warranty of the Seller Disclosure Schedule to be untrue or as contemplated, permitted or required result in a breach of any covenant made by the Seller in this Agreement or the other Transaction Documents or applicable Law, the Agreement. The Seller covenants and agrees that, during the period from the date of this Agreement and prior to the Closing, without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned, the Seller shall not, will not and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to will not suffer or permit the Business occurrence of (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member a) any of the governing body for things enumerated in the applicable Transferred JV Entity second sentence of Section 3.14 or (subject to its fiduciaries duties under applicable lawb) in each case in a manner consistent with the following):entering into of any new Material Contract.

Conduct of Business Prior to the Closing. The Seller covenants and agrees thatFrom the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Purchaser, Sellers shall (a) conduct the Business in the Ordinary Course of Business consistent with past practice; and (b) use reasonable best efforts to maintain and preserve intact their current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of their employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the date of the Closing, the Sellers shall (a) preserve and maintain all licenses, Business Regulatory Approvals and Permits required for the Restructuring Transactions, as described in Section 5.01 conduct of the Seller Disclosure Schedule Business as currently conducted or the ownership and use of Purchased Assets used in the Business; (b) pay the debts, Taxes and other obligations of the Business when due; (c) maintain the Purchased Assets in the same condition as contemplated, permitted or required by this Agreement, the other Transaction Documents or applicable Law, during the period from they were on the date of this Agreement Agreement, subject to reasonable wear and tear; (d) continue in full force and effect without modification all insurance policies, except as required by applicable Law; (e) perform all of their obligations under all Assumed Contracts; (f) maintain the Closing, the Seller shall, books and shall cause its Subsidiaries to, (i) conduct the Business and operate the assets and properties used records in conducting the Business in the ordinary course of business consistent accordance with past practice in all material respectspractice; (iig) use its reasonable best efforts to preserve intact comply in all material respects with all Laws applicable to the business organization, assets, rights and goodwill conduct of the Business and each member Business; (h) not take or permit any action that would cause any of the Xxxxxx Groupchanges, events or conditions described in Section 3.l (p) to occur; (i) not take any action or fail to take any action that would result in the imposition of any Lien or encumbrance on any Purchased Asset; (j) take any action or fail to take any action that is reasonably likely to result in any of the conditions contemplated in this Agreement to not be satisfied; and (iiik) will use its reasonable best efforts take any action or fail to keep available take any action that would cause the services breach of present Business Employees any representation or warranty contained in a manner consistent with past practice. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants and agrees that, during the period from the date of this Agreement and the Closing, without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned, the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with the following):Article 3.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement, the other Transaction Documents or applicable Law, during the period from the date of this Agreement to the Closing, the Seller shall, and shall cause its Subsidiaries to, (i) conduct the Business and operate the assets and properties used in conducting the Business in the ordinary course of business consistent with past practice in all material respects; (ii) use its reasonable best efforts to preserve intact in all material respects the business organization, assets, rights and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner consistent with past practice. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants and agrees that, during the period from Between the date of this Agreement and the ClosingClosing Date, without except in connection with the Office Relocation or Construction Obligations or unless the Buyer shall otherwise agree in writing, the Business shall be conducted in all material respects only in the ordinary course of business and in the same manner as such operations have been conducted prior written consent to the date of this Agreement, and (x) the Seller shall use its commercially reasonable efforts to (i) preserve the operations, organization and goodwill of the PurchaserBusiness, (ii) preserve the material business relationships with customers, suppliers, distributors and others with whom the Seller or its Affiliates deal in connection with the conduct of the Business in the ordinary course and (iii) keep available the services of the Business Employees and (y) AHC California shall use its commercially reasonable efforts to (i) continue to operate, manage and maintain the AHC Improvements in the ordinary course of business and in accordance with present practice, subject to ordinary wear and tear (ii) maintain the policies of insurance currently maintained with respect to the AHC Land and the AHC Improvements; and (c) not enter into any new contract for the provision of goods or services to or with respect to the AHC Property other than in the ordinary course of business, or renew, extend, modify or replace any of its Contracts unless such consent contract is terminable as of the Closing Date without payment of any fees or penalty or unless the Buyer expressly consents thereto in writing, which approval shall not to be unreasonably withheld, delayed or conditioned. Without limiting the foregoing, except as set forth on Schedule 5.1 or in connection with the Office Relocation or Construction Obligations, between the date of this Agreement and the Closing Date, without the prior consent of the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall not, and shall cause ensure none of its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with the following):Affiliate shall:

Conduct of Business Prior to the Closing. The Seller covenants Except as otherwise required by applicable Requirements of Laws or as contemplated by or necessary to effectuate this Agreement, and agrees that, except for the Restructuring Transactions, as described matters identified in Section 5.01 7.1 of the Seller Disclosure Schedule or as contemplatedSchedules, permitted or required by this Agreement, the other Transaction Documents or applicable Law, during the period from the date of this Agreement to through the Closing, unless Buyer otherwise consents in advance in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Seller and the Seller shall, and shall cause its Subsidiaries to, (i) Company will conduct the Business and operate the assets and properties used in conducting the Business only in the ordinary course of business consistent with past practice in all material respects; (ii) use its reasonable best efforts to preserve intact in all material respects the business organization, assets, rights and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner consistent with past practice. Without limiting the generality of the foregoing, except Seller and the Company shall keep and maintain the assets of the Business in sufficient operating condition and repair to enable it to conduct the Business in the ordinary course of business in all material respects, comply with all Requirements of Laws and use its commercially reasonable efforts, consistent with good business practice, to maintain the business organization of the Company intact and to preserve the goodwill of suppliers, contractors, licensors, employees, customers, distributors, Governmental Authorities and others having business relations with Seller in connection with the Business. In furtherance and not in limitation of the foregoing, the parties will use their commercially reasonable efforts facilitate the receipt and processing of insertion orders prior to Closing, and to promptly issue invoices for all insertion orders received prior to Closing. For the Restructuring Transactionsavoidance of doubt, from and after November 1, 2018 through the Closing Date, Seller will be authorized to loan funds to the Company, and the Company will be authorized to borrow funds from the Seller, up to the limits set forth in the definition of “Indebtedness”, for required working capital pursuant to the Loan Agreement, which loan(s) may be evidenced by an amendment to the Loan Agreement and/or the Note in such form as Seller may determine, provided, however, that such amounts in excess of the limits set forth in the definition of “Indebtedness” may be deemed to be Indebtedness as described in Section 5.01 of the such definition. Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants understands and agrees that, during for purposes of the period from the date of this Agreement Amended and Restated Note to be delivered at the Closing, without any such additional borrowing by the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned, Company from the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect will be subject to the Business (except with respect to limitations contained in the Transferred JV Interests, from definition of “Indebtedness” and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with the following):Section 2.2.

Conduct of Business Prior to the Closing. The Seller (a) BCBSKS covenants and agrees that, except for with the Restructuring Transactionsprior approval of Purchaser (which approval shall not be unreasonably withheld), as described in Section 5.01 of between the Seller Disclosure Schedule date hereof and the Closing, or as contemplated, contemplated or permitted or required by this Agreement, or as set forth in the other Transaction Documents or applicable LawDisclosure Statement, during the period from the date of this Agreement to the Closing, the Seller shall, and BCBSKS shall cause its Subsidiaries to, (i) conduct the Business and operate the assets and properties used in conducting the Business only in the ordinary course of business and either consistent with past BCBSKS's prior practice in all material respects; (ii) use its reasonable best efforts or pursuant to preserve intact in all material respects the business organization, assets, rights and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner consistent with past practiceCustomary Actions. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants and agrees that, during the period from the date of this Agreement without Purchaser's consultation and the Closing, without the prior written consent of the Purchaser, such consent approval (which approval shall not to be unreasonably withheld), delayed BCBSKS shall use commercially reasonable efforts to: (i) continue its advertising and promotional activities in accordance with past practice or conditionedpursuant to Customary Actions; (ii) not shorten or lengthen the customary payment cycles for any of its payables or receivables; (iii) (A) preserve intact its business organization and the business organization of the Business, (B) keep available to Purchaser the Seller shall notservices of the employees of BCBS, (C) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of BCBS and the Business, and shall cause (D) preserve its Subsidiaries current relationships with its customers, suppliers and their respective directorsother persons with which it has significant business relationships; (iv) exercise, officersbut only after notice to Purchaser, employees, managers, and representatives to not, with respect any rights of renewal pursuant to the Business terms of any of the leases or subleases set forth in Section 3.13(a) of the Disclosure Statement which by their terms would otherwise expire; and (except with respect v) not engage in any practice, take any action, fail to take any action or enter into any transaction which would reasonably be expected to cause any representation or warranty of BCBSKS to be untrue at any time prior to the Transferred JV InterestsClosing Date, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case or result in a manner consistent with the following):breach of any covenant made by BCBSKS in this Agreement.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, except for Without the Restructuring Transactions, as described in Section 5.01 written consent of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement, the other Transaction Documents or applicable LawPurchaser, during the period from the date hereof through the Closing (or until the earlier termination of this Agreement Agreement) (the “Pre-Closing Period”), except (v) with respect to actions in connection with transferring 3DS Retained Business Assets to the 3DS Retained Business Entity pursuant to the Deed of Assignment attached hereto as Exhibit F (the “Deed of Assignment”) and such other transfer and assignment documents to be mutually agreed upon by the Purchaser and the Seller, (w) with respect to settling the Settled Intercompany Accounts required to be settled on or prior to Closing, (x) the actions contemplated by Section 7.4 and (y) the matters set forth on Schedule 6.1 under the heading “Non-Ordinary Course Actions” (with respect to transferring and assigning Business Assets to the Target Company or applicable Target Subsidiary and transferring and assigning 3DS Retained Business Assets to the 3DS Retained Business Entity and similar actions) and (z) as may be reasonably necessary to comply with applicable Law or sanctioned response of a Governmental Authority as a result of the outbreak of the novel corona virus (and resulting COVID-19 or related sickness), Seller shall, will cause the Target Company and shall cause its Target Subsidiaries to, to (i) conduct the Business and operate the assets and properties used in conducting the Business only in the ordinary course of business consistent with past practice in all material respects; and (ii) use its commercially reasonable best efforts to maintain and preserve intact in all material respects the business organization, assets, rights and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present maintain satisfactory relationships with suppliers, customers, distributors, Business Employees in a manner consistent and other Persons having material business relationships with past practicethe Business. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure set forth on Schedule or as contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants and agrees that6.1, during the period from Pre-Closing Period, no Target Company or Target Subsidiary shall do any of the date of this Agreement and the Closing, following without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned, the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with the following)::

Conduct of Business Prior to the Closing. (a) The Seller Company covenants and agrees that, except for the Restructuring Transactions, as described in Section 5.01 5.01(a) of the Seller Disclosure Schedule Schedule, as required by Law or the Bankruptcy Court, as otherwise contemplated by this Agreement or the Reorganization Plan or as contemplatedconsented to in writing by the Purchaser (which consent shall not be unreasonably withheld), permitted or required by this Agreement, the other Transaction Documents or applicable Law, during the period from between the date hereof and the time of this Agreement to the Closing, the Seller shallCompany and each Subsidiary shall conduct itself in a reasonable manner consistent in nature, scope and magnitude with its past practice, and shall cause its Subsidiaries to, (i) conduct the Business and operate the assets and properties used in conducting the Business will only take actions usually taken in the ordinary course of business consistent with past practice in all material respects; (ii) use its reasonable best efforts to preserve intact in all material respects course, taking into account the business organization, assets, rights and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner consistent with past practiceBankruptcy Cases. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as described in Section 5.01 5.01(a) of the Seller Disclosure Schedule Schedule, as required by Law or the Bankruptcy Court, as contemplated, permitted or required otherwise contemplated by this Agreement or the other Transaction Documents Reorganization Plan or applicable Lawas consented to in writing by the Purchaser (which consent shall not be unreasonably withheld), the Seller covenants Company, shall and agrees thatshall cause each Subsidiary to (i) continue in all material respects their advertising and promotional activities, during and pricing and purchasing policies, in accordance with past practice; (ii) not shorten or lengthen in any material respect the period from the date customary payment cycles for any of this Agreement their receivables; (iii) use their commercially reasonable efforts to (A) preserve intact their business organizations and the Closingbusiness organization of the Business, (B) keep available to the Purchaser the services of key employees of the Company and each Subsidiary, (C) continue in full force and effect without material modification all existing material Insurance Policies currently maintained in respect of the prior written consent Company, each Subsidiary and the Business, and (D) preserve their current relationships with their customers, suppliers and other Persons, in each case, with which they have had significant business relationships; (iv) exercise, but only after notice to the Purchaser and receipt of the Purchaser’s prior written approval, such consent any rights of renewal pursuant to the terms of any of the material leases or subleases which by their terms would otherwise expire; and (v) not engage in or seek Bankruptcy Court approval of any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Company to be unreasonably withhelduntrue, delayed except where the failure of such representation or conditionedwarranty to be true, individually or in the Seller shall notaggregate, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as would not have a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case Material Adverse Effect or result in a manner consistent with breach, in any material respect, of any covenant made by the following):Company in this Agreement.

Conduct of Business Prior to the Closing. The Seller covenants and agrees thatFrom the date hereof until the Closing (the “Interim Period”), except for as otherwise provided in this Agreement or consented to in writing by the Restructuring TransactionsPurchaser (which consent shall not be unreasonably withheld, as described in Section 5.01 of the Seller Disclosure Schedule conditioned or as contemplated, permitted or required by this Agreementdelayed), the other Transaction Documents or applicable Law, during the period from the date of this Agreement to the Closing, the Seller Sellers shall, and shall cause its Subsidiaries the Group Companies to, (ia) conduct the Business and operate business of the assets and properties used in conducting the Business Group Companies in the ordinary course of business consistent with past practice in all material respectspractice; and (iib) use its commercially reasonable best efforts to maintain and preserve intact in all material respects the business current organization, assets, rights business and goodwill franchise of the Business Group Companies and each member to preserve in all material respects the rights, franchises, goodwill and relationships of their employees, customers, lenders, suppliers, regulators and others having business relationships with the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner consistent with past practiceGroup Companies. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants Sellers shall cause the Group Companies not to take or permit any action that would cause any of the changes, events or conditions described in Section 3.8 to occur; provided, that nothing in this Agreement shall prohibit the Sellers or the Group Companies from making ordinary course payments (including with respect to Indebtedness) and agrees thattax distributions to the equityholders of Holdco between the date hereof and the Closing; provided, further, that the Sellers or the Group Companies shall provide written notice to the Purchaser prior to making any such tax distributions. Notwithstanding anything to the contrary herein, during the period from Interim Period, the date Purchaser hereby agrees that it will respond within twenty-four (24) hours to any written requests by the Sellers’ Representative or any authorized officer of the Group Companies to take any actions or inactions that would be prohibited by this Agreement and the Closing, Section 6.1 without the prior written consent of the PurchaserPurchaser (email to suffice) in the event that the Sellers reasonably believe they may need to take or omit to take, such consent not or cause a Group Company to be unreasonably withheldtake or omit to take, delayed in good faith any and all commercially reasonable actions necessary or conditionedadvisable as a result of, or otherwise in connection with, the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with the following):COVID-19 pandemic.

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplatedSchedule, permitted or required by this Agreement, the other Transaction Documents or applicable Law, during the period from the date of this Agreement to the Closing, the Seller shall, and shall cause its Subsidiaries to, (i) conduct the Business and operate the assets and properties used in conducting the Business in the ordinary course of business consistent with past practice in all material respects; (ii) use its reasonable best efforts to preserve intact in all material respects the business organization, assets, rights and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner consistent with past practice. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement or any of the other Transaction Documents Ancillary Agreements or as required by applicable Law, between the date hereof and the Closing, the Seller shall cause the Company to (i) conduct its business in the ordinary course in all material respects, including without limitation: (A) making or committing to appropriate capital expenditures in a timely manner, (B) maintaining marketing spending at levels consistent with past practice and (C) satisfying accounts payable and collecting accounts receivable in a manner consistent with past practice; and (ii) take all reasonable steps to preserve intact the business organization of the Company and to preserve and retain the goodwill of the Company and, in particular, of the trademarks used in the conduct of the Business. The Seller shall allow access, upon reasonable written notice and during normal business hours, by the Purchaser’s representatives to such books and records of the Company as are reasonably necessary for the Purchaser to ascertain compliance by the Seller with the undertakings of the Seller set forth in this Agreement. The Seller shall, within five (5) Business Days following the date hereof, cause the Company to announce to its employees the appointment of the individuals listed in Section 5.01(h) of the Seller Disclosure Schedule as the new management team of the Company. Except as described in Section 5.01 of the Seller Disclosure Schedule, as contemplated, permitted or required by this Agreement or as required by applicable Law, the Seller covenants and agrees that, during the period from between the date of this Agreement hereof and the Closing, without the prior written consent of the Purchaser, Purchaser (such consent not to be unreasonably withheld, delayed or conditioned), the Seller shall Company will not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with the following)::

Conduct of Business Prior to the Closing. The Seller covenants and agrees that, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement, the other Transaction Documents or applicable Law, during the period from From the date of this Agreement to hereof until the Closing, the except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause its Subsidiaries to, (ix) conduct the Business and operate the assets and properties used in conducting the Business in the ordinary course of business consistent with past practice in all material respectspractice; and (iiy) use commercially reasonable efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of Seller’s employees, customers, lenders, suppliers, regulators and others having relationships with the Business, including but not limited to maintaining sufficient Inventory to fill customer orders. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall: use reasonable best ordinary course commercial efforts to preserve intact and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets; pay the debts, Taxes and other obligations of the Business when due; file all Tax Returns, and otherwise conduct all Tax-related matters, consistent with past practice and in accordance with applicable Law; not make, change or revoke any Tax election; use reasonable ordinary course commercial efforts to continue to collect Receivables in a manner substantially consistent with past practice, without discounting such Receivables; maintain the properties and assets included in the Purchased Assets in substantially the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; use reasonable ordinary course commercial efforts to maintain without material adverse modification all Insurance Policies, except as required by applicable Law; defend and protect in the ordinary course of business the properties and assets included in the Purchased Assets from infringement or usurpation; perform all of its obligations under all Assigned Contracts in the ordinary course of business substantially consistent with past practice; maintain the Books and Records in all material respects in the ordinary course of business organization, assets, rights and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner substantially consistent with past practice. Without limiting ; comply in all material respects with all Laws applicable to the generality conduct of the foregoingBusiness or the ownership and use of the Purchased Assets; not grant any increase in compensation or benefits, or make any award or grant under any Benefit Plan, to any current or former director, consultant, officer or employee of Seller, except for increases in compensation to employees of Seller other than directors or officers as may be required under existing agreements (as in effect on the Restructuring Transactionsdate hereof) set forth in Section 4.20(a) or Section 4.20(c) of the Disclosure Schedules to retain officers or employees , as or hire any new employee (other than to fill a vacancy or replace a terminated employee); and not take or permit any action that would cause any of the changes, events or conditions described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants and agrees that, during the period from the date of this Agreement and the Closing, without the prior written consent of the Purchaser, such consent not 4.07 to be unreasonably withheld, delayed or conditioned, the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with the following):occur.

Conduct of Business Prior to the Closing. The (a) Seller covenants and agrees that, except for the Restructuring Transactions, as described in Section 5.01 5.1(a) of the Seller Disclosure Schedule or as contemplatedexpressly permitted, permitted required or required intended by this AgreementAgreement and the Ancillary Agreements, the other Transaction Documents or applicable Law, during the period from between the date of this Agreement to hereof and the Closing, the Seller shallshall not, and shall cause its Subsidiaries subsidiaries not to, (i) conduct the Business and operate the assets and properties used in conducting the Business other than in the ordinary course of business and consistent with past practice in all material respects; (ii) use its reasonable best efforts to preserve intact in all material respects the business organization, assets, rights and goodwill of the Business and each member of the Xxxxxx Group; and (iii) will use its reasonable best efforts to keep available the services of present Business Employees in a manner consistent with Seller’s past practice. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as described in Section 5.01 5.1(a) of the Disclosure Schedule, Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants and agrees that, during the period from the date of this Agreement and the Closing, without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned, the Seller shall notshall, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to notsubsidiaries to, with respect to the Business Business, (except i) continue its advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice and notify Purchaser of any changes in pricing policies not in accordance with past practice (provided that any Transferred Products sold in accordance with such changed pricing practices, if any, shall not constitute “Backlog” hereunder), such changes to be subject to the approval of Purchaser and such approval not to be unreasonably withheld where such change in pricing policy is a result of the transactions contemplated in this Agreement; (ii) not shorten or lengthen the customary payment cycles for any of its Receivables; (iii) use commercially reasonable efforts to (A) preserve intact business organization of the Business, (B) keep available to Purchaser the services of the Transferred Employees, provided however, that the covenants and agreements set forth in this paragraph shall not require Seller to increase compensation, add additional Benefits or incur any additional expenses with respect to the Transferred JV InterestsEmployees, from (C) continue in full force and after the date effect without material modification all existing policies or binders of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member insurance currently maintained in respect of the governing body for the applicable Transferred JV Entity Business and (subject D) preserve its current relationships with its Distribution Channel Participants, vendors and other persons with which it has significant business relationships; and (iv) not engage in any practice, take any action, fail to its fiduciaries duties under applicable law) in each case take any action or enter into any transaction which could cause any representation or warranty of Seller to be untrue or result in a manner consistent with the following):breach of any covenant made by Seller in this Agreement.

Conduct of Business Prior to the Closing. The Seller covenants (a) Except as required by applicable Law, as expressly provided in this Agreement or the Ancillary Agreements, and agrees that, except for the Restructuring Transactions, as described matters identified in Section 5.01 5.01(a) of the Seller Disclosure Schedule or as contemplatedLetter, permitted or required by this Agreement, the other Transaction Documents or applicable Law, during the period from the date of this Agreement to through the ClosingClosing (or until earlier termination of this Agreement), the unless Buyer otherwise consents in writing in advance (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall, shall and shall cause its Subsidiaries to, each of the Seller Parties to (i) conduct its ownership, operation and maintenance of the Business EFK Facility and operate the assets other Transferred Assets (including the operation and properties used in conducting maintenance of the Business Tools and Facilities Equipment) in the ordinary course of business consistent with past practice (including by maintaining, without lapse in all material respectsthe coverage period, insurance policies adequately covering the Transferred Assets, consistent with coverage customary for the industry and consistent with past practice) and in a manner consistent with the satisfaction of its obligations under the Foundry Transition Services Agreement (including in accordance with the Joint Annual Operating Plans (as defined in the Foundry Transition Services Agreement) and the Technology Transfer and Development Agreement; (ii) use its commercially reasonable best efforts to preserve intact in all material respects its operations, permits, rights, goodwill, and relations with suppliers, employees (including Key Employees) and others with which the Seller Parties (with respect to the Transferred Assets) do business organization, assets, rights and goodwill of the Business and each member of the Xxxxxx Group(excluding customers); and (iii) will use its reasonable best efforts to keep available maintain all of the services of present Business Employees Material Assets in a manner consistent with past practicetheir current condition, ordinary wear and tear excepted. Without limiting the generality of the foregoing, except for the Restructuring Transactions, as described in Section 5.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable Law, the Seller covenants and agrees that, during the period from the date of this Agreement and the Closing, without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned, the Seller shall not, and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect Tools to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JVbe transferred to Buyer pursuant to Section 5.01(b), the Seller Parties shall vote its Transferred JV Interests (A) maintain such Tools in good working condition in accordance with industry standards and shall take at least to the same standards as the Seller Parties maintain their other Tools, and (B) operate and use such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) Tools in each case in a manner consistent accordance with the following):standard user documentation.

Conduct of Business Prior to the Closing. The Seller NPC covenants and agrees that, without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), except for the Restructuring Transactions, as described in Section 5.01 6.01 of the Seller Disclosure Schedule or as contemplated, permitted or required by this Agreement, between the other Transaction Documents or applicable Law, during the period from the date execution and delivery of this Agreement to and the Closing, it shall and, each of the Seller shall, Sellers agrees to cause NPC and shall cause its Subsidiaries to, to (ia) conduct the Business and operate the assets and properties used in conducting the Business its business in the ordinary course of business consistent with past practice in all material respects; , (iib) use its commercially reasonable best efforts to preserve intact intact, in all material respects respects, the business organizationorganization of NPC and its Subsidiaries, assets(c) use its commercially reasonable efforts to continue their respective marketing and promotional activities, rights and goodwill of the Business purchasing and each member of the Xxxxxx Group; pricing policies, and (iiid) will use its commercially reasonable best efforts to keep available preserve the services of present Business Employees in a manner consistent goodwill associated with past practiceNPC and its Subsidiaries, including preserving their respective relationships with material customers and suppliers. Without limiting the generality of the foregoing, except for the Restructuring Transactions, Except as described in Section 5.01 6.01 of the Seller Disclosure Schedule or as expressly contemplated, permitted or required by this Agreement or the other Transaction Documents or applicable LawAgreement, the Seller NPC covenants and agrees thatthat it shall not, during and shall cause each of its Subsidiaries not to, and each of the period from Sellers agrees to cause NPC and its Subsidiaries not to, between the date execution and delivery of this Agreement and the Closing, without the prior written consent of the Purchaser, such Purchaser (which consent shall not to be unreasonably withheld, delayed or conditioned), (i) take, omit to take or authorize any actions that, if taken between the Seller shall not, date of the Interim Balance Sheet and shall cause its Subsidiaries and their respective directors, officers, employees, managers, and representatives to not, with respect to the Business (except with respect to the Transferred JV Interests, from and after the date of this Agreement until the Delayed Closing Date for the applicable Delayed Closing JV, the Seller shall vote its Transferred JV Interests and shall take such action as a member of the governing body for the applicable Transferred JV Entity (subject to its fiduciaries duties under applicable law) in each case in a manner consistent with the following):Agreement,